[Letterhead of Entergy Corporation]
January 22, 2008
Ms. Ellie Quarles
Special Counsel
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
Washington, D.C. 20549
RE: Entergy Corporation
Definitive 14A (the "Proxy Statement")
Filed March 19, 2007
File No. 1-11299
Dear Ms. Quarles:
We submit the following responses to your comment letter dated December 11, 2007. For your convenience, each comment is reproduced below followed by our response.
General
Staff Comment No. 1:
We note that many of your responses indicate that you will comply with the comments "as appropriate" and that you will take our comments "into account" or will generally consider our comments. Please revise your response letter throughout to indicate that you will comply with our comments.
Entergy's Response:
We confirm that we will comply with the staff's comments.
Compensation Discussion and Analysis, page 16
Staff Comment 2:
We note your response to comment 3 in our letter dated August 21, 2007 and we reissue that comment. Please identify the companies against which you benchmarked.
Entergy's Response
As noted on page 15 of the Proxy Statement, the committee reviews base salary and other compensation data from two sources:
In future filings, we will clarify the purposes for which the committee uses general survey data relative to the Peer Group Companies data. With respect to the general survey data used by the committee, we will provide additional information about the consultant's methodology in preparing the survey data, including the number of companies and industry segments represented in the survey. In addition, we will note that the identity of the companies included in the survey is not disclosed to the committee and that the committee does not consider the identity of the companies included in the survey to be material for purposes of its compensation deliberations.
Elements of Compensation, page 18
Staff Comment 3:
We note your response to comment 4 in our letter dated August 21, 2007. Please confirm that you will include the response you provided in future filings.
Entergy's Response:
We confirm that we will include in future filings our response to comment 4 in our letter dated October 31, 2007.
Staff Comment No. 4.
We note your response to comment 5 in our letter dated August 21, 2007 and we reissue that comment. Please include the 2006 and 2007 targets or provide us specific analysis as to how the targets would cause you competitive harm.
Entergy's Response:
Prior Year (i.e., 2006) Targets
Earnings-per-share ("EPS") and operating cash flow ("OCF") were the performance measures used to determine payments under our annual incentive plan in 2006. The committee typically bases its targets under the annual incentive plan on the EPS and OCF forecasts that are included in the Company's internal financial plan. At the end of the year, significant unplanned events, such as an acquisition or a sale of a business, may be considered when evaluating final results against the targets.
In future filings, assuming that the Company's annual incentive plan is structured in a manner that is similar to its current structure, we will disclose the EPS and OCF targets actually referenced by the Committee in determining named executive officer bonuses under our annual incentive plan.
Current Year (i.e., 2007) Targets
The company does not believe it is required to disclose information regarding the targets that have been established in our named executive officer compensation program for 2007. The first sentence of Instruction 2 to Item 402(b) establishes that the general rule is that the Compensation Discussion and Analysis is to address historical compensation information (i.e., the "information contained in the tables and otherwise provided pursuant to" Item 402). The second sentence to this Instruction introduces the possibility that some events that occur after the end of the fiscal year might nevertheless be subject to disclosure in CD&A. The third sentence of the Instruction clarifies that the post-fiscal year events that must be included in CD&A are those that "could affect a fair understanding of the named executive officer's compensation for the last fiscal year."
The targets that are in place for the company's 2007 named executive officer compensation program do not meet this test. The committee has structured our named executive officer compensation program for 2007, including the setting of targets, in a manner that is substantially similar to the manner in which that program was established for 2006. Neither the setting of targets in 2007, nor any other named executive officer compensation-related action taken following the end of fiscal 2006 "could affect a fair understanding of named executive officer compensation for" 2006. No such disclosure therefore, should be required.
Staff Comment No. 5
We note your response to comment 6 in our letter dated August 21, 2007 and we reissue that comment. Please confirm that you will explain how the management effectiveness factor increases the annual funding multiplier.
Entergy's Response
We confirm that will explain how the management effectiveness factor increases the annual funding multiplier.
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In making this response, we acknowledge that:
If you would like to discuss any of our responses to the Staff's comments or if you would like to discuss any other matters, please contact Paul A. Castanon at (504) 576- 2095.
Sincerely,
/s/ Paul A. Castanon
Paul A. Castanon
Associate General Counsel and Assistant Corporate Secretary
